General Business Terms and
1. Subject of this Master Agreement
1.1. This Master Agreement is meant to establish the framework for the Parties’ cooperation.
1.2. Based on this Master Agreement, the Client shall have no commitment to place any Unique Assignment (hereinafter referred to as a “Unique Assignment”, or collectively referred to as the “Unique Assignments”) with the Agency, and the Agency shall have no obligation to accept any Unique Assignment given by the Client.
1.3. It is hereby agreed by the Parties that pursuant to this Master Agreement, the Agency shall render digital agency services for the Client, based on the Unique Assignments given, for which the Client shall pay a Remuneration, as specified in the relevant Unique Assignment given.
1.4. Each Unique Assignment given shall provide an itemised list of all specific tasks to be completed by the Agency.
1.5. The Unique Assignment must be signed on behalf of both Parties by the person (s) authorized to represent the Parties on the basis of the Companies Register or by the contact person (s) designated by the Parties.
1.6. The Parties shall decide on any changes regarding the contents of the Unique Assignment by mutual agreement and written consent. If an amendment is required in connection with the Unique Assignment or the Unique Assignment is not accepted by the Agency, the Agency shall notify the Client thereof.
1.7. The Unique Assignment shall enter into force upon mutual written approval of the Parties.
1.8. The Parties hereby mutually agree to accept electronic form of communication as valid, and to be a proper written form.
1.9. If the Client wishes to add further, subsequent tasks, not originally included in the relevant Unique Assignment, this shall qualify to be a new Unique Assignment given, and the same rules as described above shall apply to it being placed by the Client, and being accepted and fulfilled by the Agency.
1.10. The provisions of the Master Agreement shall apply to the Unique Assignments given, unless an altering provision is contained therein.
2. The Agency’s rights and obligations
2.1. Under this Master Agreement, the Agency undertakes to render the following digital agency services (hereinafter referred to as the “Services”) for the Client, including, but not limited to the following:
2.1.1. Drafting and implementation of designs and art work, related to the Client’s marketing communication activities: sketches, draft texts, creative advertising ideas, visual creative materials (hereinafter referred to as the “Art Work”).
2.1.2. Rendering other type of advertising, marketing and PR tasks: preparing market surveys, competitor analysis.
2.1.3. Rendering digital marketing and online advertising services: preparation and management of advertising campaigns run on Google, Facebook, Instagram, LinkedIn, Pinterest.
2.2. The Agency shall be obliged to act in line with the provisions of the Master Agreement and the Unique Assignment given during the fulfilment of the mandates, and shall be obliged to render all Services in line with the schedule set in the relevant Unique Assignment, with due diligence.
2.3. The Agency shall have the right to involve a subcontractor to render the Services. In such case, the Agency shall remain to be liable for all work related documents produced by the subcontractor(s) to be professional.
2.4. If the Client decides to involve any third party it has a legal relationship with, in the fulfilment of the work, the Agency hereby undertakes to provide the necessary instructions to such third party involved, in line with the professional requirements, on how to implement the work tasks assigned by the Client.
2.5. The Agency shall be entitled to use third party marketing software products and solutions, and when requested so by the Client, shall provide detailed information on their use and specific nature.
2.6. If the Client has given any impractical or unprofessional instruction to the Agency, the Agency shall notify the Client so. If, however, despite such warning made, the Client decides to reaffirm the given instruction, the Client shall solely be liable for any possible damages arising from the same.
2.7. The Agency shall be obliged to refuse compliance with any possibly unlawful instructions provided by the Client. The Agency shall always act in full compliance with the applicable Hungarian and EU laws, in effect in Hungary.
2.8. The Agency shall have no financial liability arising with respect to what sort of decisions the Client is making based on the outcome of this Master Agreement or the Unique Assignments, and what sorts of impact such decisions made will have on the Client’s own business operations and profitability.
3. The Client’s rights and obligations
3.1. The Client shall be obliged to supply – including but not limited to – all information, instructions and access required to enable the Agency to fulfil the Unique Assignment, as scheduled, in a timely manner, or not later than 3 business days prior to the due date. If the Client is in delay in meeting this obligation, the schedule set for the Agency might be subject to review, to match the delay experienced.
3.2. The Client shall be obliged to review the Art Work prepared by the Agency under the Unique Assignment, and supplied to it, within 3 business days upon receipt, and issue a corresponding statement.
3.3. If, in order to realistically fulfil the performance schedule set in the relevant Unique Assignment, a review deadline shorter than the one specified in section 3.2 above would be needed, the Client and the Agency shall agree upon the required scheduling (including the review deadline set), in line with the professional aspects. If the Client is in delay in meeting its own obligations regarding the scheduling set, the delivery deadline set for the Agency, and the closing deadline for the given work process shall be extended with the time of delay. Any additional work arising out of such potential delay could be deemed to be a Unique Assignment given, by the Agency, with a corresponding invoice being sent to the Client.
3.4. The Client shall ensure the possibility for consultation to the Agency, to enable a proper fulfilment of the tasks specified in this Master Agreement and in the Unique Assignments.
3.5. The Client shall remain to be solely liable for all data supplied to the Agency for processing to be true and valid, complete, correct, containing no error, and to supply the same by the applicable deadline.
4. The Parties’ mutual rights and obligations
4.1. The Parties shall be obliged to cooperate with each other during the Services being rendered, in terms of the possible implementation and the concepts developed.
4.2. The Parties shall mutually inform each other about any possible circumstances arising, impeding the fulfilment of this Master Agreement or the Unique Assignments.
4.3. To ensure an efficient communication, the Parties shall attempt to send a reply to the other Party’s questions raised, and messages sent, within 24 hours, or by not later than within 3 business days.
4.4. At the end of each month, the Agency shall issue a Certificate of Compliance about the Unique Assignments completed, and send them to the Client via e-mail. The Client shall be obliged to send an e-mail reply to the same within 3 (three) days upon being sent by the Agency. If the Client fails to do so, the relevant Unique Assignment shall be deemed to have been properly fulfilled, and the Agency shall be entitled to issue the corresponding invoice.
5.1. The Agency shall be entitled to receive the Remuneration specified in the relevant Unique Assignment, for the due fulfilment of the tasks specified therein.
5.2. All prices indicated in the Unique Assignments shall be deemed to be net price, subject to the applicable VAT.
5.3. The Fee payable to the Agency, based on the invoices issued in line with the Unique Assignments, shall be inclusive of all costs and expenses incurred in relation to the fulfilment of all tasks specified in this Master Agreement and in the Unique Assignments.
5.4. If, compared to the original Fee determined by the Parties, a cost (fee) increase occurs during the fulfilment of the Unique Assignment, for a reason reasonably unforeseeable at the time the Unique Assignment was accepted, the Agency shall be obliged to promptly notify the Client so, in writing. After being discussed with the Client, and with the Client’s approval provided, the Agency shall have the right to charge for these additional costs, on an itemised basis.
5.5. If, due to the Client’s own failure, it becomes impossible for the Agency to fulfil the Unique Assignment by the due deadline set, the Agency shall still be entitled to receive the Remuneration specified in the Unique Assignment.
6. Payment terms and payment delay
6.1. The Client shall be obliged to pay the final invoices submitted by the Agency within 15 (fifteen) calendar days upon their issue date. If the Parties agree to a Pre-payment, the Client shall be obliged to pay the related Pro forma invoices within 8 (eight) calendar days upon their issue date.
6.2. The Client shall pay all invoices via bank transfer, to the Agency’s bank account number specified herein.
6.3. Any invoice shall be deemed to have been duly paid, when the Client has given the relevant payment instruction to its own bank, with a non-revocable effect.
6.4. The Agency’s bank account numbers are as follows:
6.4.1. To send EUR amounts:
Bank’s name: MagNet Bank
Bank account number: 16200223 – 10111455
IBAN paper form: HU66 1620 0223 1011 1455 0000 0000
6.4.2. To send USD amounts:
Bank’s name: MagNet Bank
Bank account number: 16200223-10097425
IBAN Paper form: HU66 1620 0223 1012 5908 0000 0000
6.4.3. To send HUF, or any currency other than EUR or USD:
Bank’s name: MagNet Bank
Bank account number: 16200223-10097425
IBAN paper form: HU54 1620 0223 1009 7425 0000 0000
6.5. If the bank account number changes, the Agency shall be obliged to promptly report such change to the Client.
6.6. If the Client fails to make any payment by the due deadline provided, due to any reason it is accountable for, the Agency shall be entitled to charge a late payment interest, as specified by the relevant Hungarian laws, and a flat rate collection fee. The applicable late payment interest shall be set in line with section 6:155 of the Ptk., while the flat rate collection fee shall be set in line with the relevant provisions of Act IX of 2016, with that the Agency shall be entitled to add such charges to any of its upcoming invoices issued.
7. Contractual penalty for delayed or non-performance
7.1. If the Agency fails to comply with the delivery deadlines or schedule specified in the relevant Unique Assignment (late performance), the Agency shall be obliged to pay a contractual penalty for late performance. Late performance shall include all cases, when any of the Services falling within the scope of tasks of the Agency gets delivered to the Client with a delay, for any reason. The Agency shall not be obliged to pay a contractual penalty for late performance, if the delay was due to the Client’s own delay, or a Force Majeure event arising.
7.2. The basis for calculation of the contractual penalty shall be the net Engagement Fee stipulated in the relevant Unique Assignment. If the work is project based, it shall be the Engagement Fee applicable to the not yet closed project phase, or if it is continuous performance, the amount of the regular monthly Engagement Fee due.
7.3. The contractual penalty rate shall be 1% of the basis for calculation, charged for each business day of delay, capped at 50% of the calculation basis. The contractual penalty amount charged can be deducted by the Client from any of the Agency’s upcoming invoices issued.
7.4. In case of a delay over 20 (twenty) business days, the Client shall have the right to unilaterally withdraw from the Unique Assignment, with an immediate effect, and when this occurs, the Agency shall be obliged to pay a contractual penalty for cancelation.The contractual penalty rate charged for cancellation shall be 50% of the basis of calculation, if the unilateral withdrawal relates to a Unique Assignment.
7.5. If any contractual penalty for late performance was already charged, this shall not be off-set against the contractual penalty for cancelation, i.e. such amounts already paid shall not be deducted from the cancelation penalty.
8. Intellectual property rights
8.1. It is hereby stated by the Parties that all intellectual property generated as the outcome of any of the Unique Assignments, and/or all intellectual property forwarded by the Agency (hereinafter referred to as the “Works”) shall qualify to be an intellectual property ordered for advertising purposes, pursuant to section 63 of Act LXXVI of 1999 on Copyright (hereinafter referred to as the “Szjt.”). The Parties hereby agree to that the property rights related to the Works and belonging to the author are obtained by the Agency with full scope, and once the Engagement Fee stipulated in the relevant Unique Assignment has been paid in full by the Client, the Agency shall transfer the same, in its entirety, to the Client.
8.2. The Agency warrants that such transfer of rights will effectively take place. Via such transfer of rights, the Client obtains an exclusive right to use the Works, and shall be entitled to assign such rights obtained to third parties, or to grant a user license to the same for third parties.
8.3. If the rights related to any given Works cannot be transferred, as detailed above, the Agency shall grant a user license to the Client, with the above contents, with unlimited scope, and including the right for further assignment. The user right obtained by the Client shall in all cases cover all further possible entitlements defined by section 17 of the Szjt., for which this can apply, in particular, but not limited to duplication, distribution, public presentation, public broadcasting, broadcasting, exhibition, or editing. In terms of the use of the Works, the Client shall have no restrictions in terms of time, geographical scope, or method of use, in any case, and the Client shall have the right to adapt the Works to any other advertising carrier, at its own discretion. It is hereby expressly agreed by the Parties that the property rights shall in all cases be assignable to third parties by the Client. The property rights shall be transferred to the Client, even in case of the Agency’s default or late performance.
8.4. If any third party was involved in creating the Works, the Agency shall be obliged to ensure that the Client also duly receives the property rights related to the Works from such third party involved. If this is not possible, the Agency shall inform the Client beforehand, and when required, shall do its best to obtain unrestricted user rights for the Works, for the benefit of the Client.
8.5. The Agency hereby undertakes not to violate any intellectual property rights of either the Client, or any third party, during the fulfilment of the Unique Assignments. The Agency warrants that no third party rights exist, which might impede or obstruct the Client in obtaining the property rights. The Agency hereby undertakes that if any third party files any copyright related claim with the Client, related to the use of the Works, the Agency shall fully reimburse the Client for any damages suffered as a result of such claim submitted, and shall indemnify and hold harmless the Client towards any such third party.
8.6. For all materials supplied by the Client to the Agency, for the purposes of creating the Works, the property rights related liability shall remain with the Client. The Client hereby retains the right to dispose over the Works supplied to the Agency, for the purposes of fulfilment of the Unique Assignments. The Agency shall solely be entitled to use such Works received for the purposes of fulfilling the given Unique Assignment, in a direct context, and shall not be entitled to publish the same, to disclose the same to any third party, or to exploit the same during its own, other type of business activities.
8.7. It is hereby duly acknowledged by the Client that all ideas, sketches, designs, graphic designs, visuals, and final products presented to the Client during the Parties’ cooperation, but not being implemented, shall remain to be the property and Works of the Agency, therefore any implementation of the same by any third party, or sharing the same with anyone in any way, or copying the same, or disclosing it to any third party (in particular, but not limited to sharing it on an online surface, or forwarding it, including via e-mail, or via various social media or chat sites) shall be a violation of the Agency’s legitimate economic interests.
9.1. The Parties hereby undertake that during the entire term of this Agreement, and for a period of 1 (one) year after its termination, without the other Party’s consent, they will not, and no other party acting on their behalf will, either directly or indirectly, in any capacity, personally or via any third party, or by joining a third party, try to attract or employ any person, or engage as a freelancer or under a contractual relationship, any person, and shall not make any offer to the same for the establishment of an employment relationship, either directly or indirectly, or make an engagement offer, to any person, or accept the same from any person, whom was originally introduced to them by the other Party and was employed by the other Party during the term of this Master Agreement, or has been involved in any of the projects managed by the other Party, as a subcontractor or external workforce – either as a business entity or a private individual – of the other Party. None of the Parties shall make or procure an employment or engagement offer to any such person, for a period of 1 (one) year upon the termination of the legal relationship between such person and the other Party, and shall not try to convince the given person to terminate his/her existing legal relationship with, or leave the related Party, during the term of such legal relationship.
9.2. The Parties hereby undertake not to try to facilitate any third party to try to employ, or give an employment or engagement offer, or procure the same, or to convince in any other way to terminate his/her existing legal relationship with, or leave the other Party, to any person, whom has been employed by the other Party during the term of this Agreement, or has been involved in any of the projects managed by the other Party, as a subcontractor or external workforce.
9.3. If this non-solicitation obligation is breached, the Party in breach shall indemnify the other Party by paying an amount of HUF 5,000,000 (in words five million Hungarian forints) per person involved, as a penalty, to the other Party. Further, if the non-solicitation obligation is breached, the injured Party shall have the right to unilaterally withdraw from this Master Agreement and from the relevant Unique Assignments, with an immediate effect – on the ground of a severe breach of contract committed -.
9.4. The Parties may only alter from these restrictions based on their mutual, written agreement.
10. The protection of trade secrets
10.1. During the fulfilment of this Agreement, the Parties shall act in line with the provisions of Act LIV of 2018 on Trade secret protection.
10.2. The Parties hereby mutually declare that they shall treat all information and data obtained during the fulfilment of this Master Agreement and the Unique Assignments, or in any other way, related to the other Party, as confidential, and to protect the same, and not to publish, or disclose the same to any unauthorised third party, without the other Party’s prior written approval granted.
10.3. Further, the Parties’ obligation also covers the need to procure all third parties they involved in the contractual fulfilment to adhere to the non-disclosure obligation provisions.
10.4. The Parties might sign a separate Non-disclosure Agreement, as an addition to this Master Agreement.
11. Term and termination of this Master Agreement
11.1. This Master Agreement shall enter into force on the day when signed by the Parties, and it is made for an unspecified duration.
11.2. Any of the Parties shall be entitled to terminate this Master Agreement via an ordinary termination, without stating cause, subject to a 60 (sixty) day notice period provided, in writing. If this Master Agreement is terminated via an ordinary termination, this shall have no impact on the fulfilment of the on-going Unique Assignments, and the Agency shall be obliged to fulfil the same, unless the Client unilaterally withdraws from the given Unique Assignment, via an express, written statement. If the delivery date of any given Unique Assignment is later than the termination date of this Master Agreement, the Master Agreement shall remain to be in force with respect to such outstanding Unique Assignment given, until the same gets properly fulfilled.
11.3. Any of the Parties shall have the right to terminate this Master Agreement or any Unique Assignment with an immediate effect, via an extraordinary termination, if the other Party has committed a severe breach of contract. For the purposes of this Master Agreement, a severe breach of contract shall include in particular, when any of the Parties has committed a major breach of any of the major obligations stipulated herein, and if as a result of that, the other Party cannot be expected, in a reasonable judgment, to further retain the contractual relationship between the Parties. Or if any of the Parties has failed to perform or inappropriately performed any of its contractual obligations herein, and the guilty Party has failed to provide a remedy to such breach of contract situation upon the other Party’s written notification sent, within the reasonable deadline provided therein.
11.4. If any of the Parties is unable to fulfil any of the obligations stipulated herein due to a Force Majeure event arising, this shall not qualify to be a breach of contract. For the purposes of this Master Agreement, a Force Majeure event shall include any circumstances falling outside the control of the Parties, which creates an impediment or obstacle, or makes it impossible, either temporarily or permanently, for a Party to fulfil any of its contractual obligations, provided that such circumstances were not foreseeable at the time of signing this Master Agreement, and could not be avoided with reasonable efforts made.
11.5. When this Master Agreement is terminated, the Agency shall, upon the Client’s request, supply to the Client all Works created by the Agency for the Client, which has been preliminarily ordered by the Client, and the counter value of which has been duly paid by the Client to the Agency, in line with the relevant Unique Assignments, within 15 (fifteen) days of this Master Agreement terminating.
12. Scope and termination of the individual order
12.1. The Unique Assignment shall enter into force on the date of signature by the Parties.
12.2. Either Party is entitled to terminate the Unique Assignment by ordinary termination without giving reasons in writing. The notice period for a Unique Assignment is 30 (ie thirty) days.
12.3. The Client acknowledges that if the Unique Assignment is terminated by ordinary termination, the Agency is entitled to issue an invoice to the Client for the period of notice of the Unique Assignment in accordance with the remuneration set out in the Unique Assignment.
12.4. The Agency acknowledges that it is obliged to perform the tasks detailed in the Individual Order even during the period of notice of the Individual Order.
13. Miscellaneous provisions
13.1. The Parties hereby declare and agree to that regardless of the provisions of this Master Agreement and the Unique Assignments, the Parties pursue their own business activities in a manner properly separated, from a legal aspect.
13.2. The exact place of performance for each Unique Assignment shall be determined by the Agency. During the fulfilment of his Agreement, the Agency shall use its own assets.
13.3. The Agency shall have the right to make a reference to this Master Agreement and the fact that it is in cooperation with the Client, in its own advertising and marketing materials, as a referral. The Client shall have the right to revoke any consent granted, in writing, any time, without stating cause.
13.4. The Parties hereby state that they have a mutual intent to settle any possible disputes arising between the Parties in amicable ways, via negotiations.
13.5. Any issues remaining uncovered by this Master Agreement, or in any other way, shall be governed by the Hungarian laws, and the relevant provisions of Act V of 2013 on the Civil Code.
13.6. The Parties hereby agree to the exclusive jurisdiction of the Hungarian courts, for any possible legal dispute arising out of this Master Agreement or of the Unique Assignments.
13.7. The Parties hereby declare that the signatories to this Master Agreement hold all authorisations necessary to sign this Master Agreement, and that they are authorised to represent their own Company, and to make legal statements on behalf of the same.
13.8. This Master Agreement – was read and interpreted, and thereafter – duly signed by the Parties, as a true reflection of their will, as approved by the Parties, and by the signing of this Master Agreement, the Parties hereby acknowledge that they have received one copy each of this document.